exv10w1






Exhibit 10.1




FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (herein called the “Amendment”)
made as of December 9, 2009 by and among Encore Acquisition Company, a Delaware corporation (the
“Borrower”), Encore Operating, L.P., a Texas limited partnership (“Operating”), Bank of America,
N.A., as Administrative Agent (the “Administrative Agent”) and L/C Issuer (the “L/C Issuer”), and
the Lenders party to the Original Agreement defined below (the “Lenders”).



W I T N E S S E T H:




     WHEREAS, the Borrower, Operating, the Administrative Agent, the L/C Issuer, the Co-Syndication
Agents and Co-Documentation Agents named therein and the Lenders are party to that certain Amended
and Restated Credit Agreement dated as of March 7, 2007 (as heretofore amended, the “Original
Agreement”), for the purpose and consideration therein expressed, whereby the L/C Issuer became
obligated to issue Letters of Credit to the Borrower and the Lenders became obligated to make loans
to the Borrower as therein provided; and



     WHEREAS, the Borrower, Operating, the Administrative Agent, the L/C Issuer and the Lenders
party hereto desire to amend the Original Agreement as set forth herein;



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans and other credit
which may hereafter be made by the Lenders and the L/C Issuer to the Borrower, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto do hereby agree as follows:



ARTICLE I.




DEFINITIONS AND REFERENCES




     Section 1.1. Terms Defined in the Original Agreement. Unless the context otherwise
requires or unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.



     Section 1.2. Other Defined Terms. Unless the context otherwise requires, the
following terms when used in this Amendment shall have the meanings assigned to them in this
Section 1.2.




     “Amendment” means this Fourth Amendment to Amended and Restated Credit Agreement.




     “Amendment Documents” means this Amendment, the Consent and Agreement of the Guarantors
relating to this Amendment and all other documents or instruments delivered in connection
herewith or therewith.




     “Credit Agreement” means the Original Agreement as amended hereby.



[Fourth
Amendment to Amended and Restated Credit Agreement]





 









 








ARTICLE II.




AMENDMENT TO ORIGINAL AGREEMENT




     Section 2.1. Amendment to Schedule. Schedule 2.01 of the Original Agreement is hereby
amended in its entirety and replaced with Schedule 2.01 attached hereto.



     Section 2.2. Borrowing Base. The Borrower, the Administrative Agent and the Lenders
agree that from the Effective Date (as defined below) until the next redetermination or adjustment
thereof, the Borrowing Base shall be $925,000,000.



ARTICLE III.




CONDITIONS OF EFFECTIVENESS




     Section 3.1. Conditions to Effectiveness of Amendment. This Amendment shall become
effective when and only when the Administrative Agent shall have received executed counterparts of
this Amendment (or a consent to this Amendment) from one hundred percent (100%) of the Lenders and
the following conditions precedent has been satisfied (the date such conditions are so satisfied
herein called the “Effective Date”):



     (a) The Administrative Agent’s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Credit Party, each dated the Effective Date (or, in the case of
certificates of governmental officials, a recent date before the Effective Date) and each in form
and substance satisfactory to the Administrative Agent:




     (i) counterparts of the Amendment Documents executed by the applicable Credit
Parties sufficient in number for distribution to the Administrative Agent and the
Borrower;




     (ii) a certificate on behalf of each Credit Party certifying that none of the
resolutions, incumbency certificates, organizational documents and/or certificates of
Responsible Officers of each Credit Party as the Administrative Agent has previously
required evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with the Loan
Documents to which such Credit Party is a party have been amended or are otherwise
inaccurate since they were delivered.



     (b) Any fees required to be paid on or before the Effective Date shall have been paid.



     (c) Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges
and disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Effective Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the Administrative Agent).



[Fourth
Amendment to Amended and Restated Credit Agreement]





2









 








ARTICLE IV.




REPRESENTATIONS AND WARRANTIES




     Section 4.1. Representations and Warranties. In order to induce the L/C Issuer and
each Lender to enter into this Amendment, the Borrower and Operating represent and warrant to the
L/C Issuer and each Lender that the representations and warranties contained in Article V of the
Original Agreement or any other Loan Document are true and correct in all material respects on the
Effective Date (including, for all purposes, after giving effect to the Amendment Documents as
“Loan Documents” referred to therein), except to the extent such representations and warranties
specifically refer to an earlier date, in which case they are true and correct as of such earlier
date, and except for purposes of this Amendment, the representations and warranties contained in
subsections (a) and (b) of Section 5.04 of the Credit Agreement shall be deemed to refer to the
most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of
the Credit Agreement.



ARTICLE V.




MISCELLANEOUS




     Section 5.1. Ratification of Agreements. The Original Agreement as hereby amended is
hereby ratified and confirmed in all respects. The other Loan Documents, as they may be amended or
affected by the various Amendment Documents, are hereby ratified and confirmed in all respects.
Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the
Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment
and the other Amendment Documents shall not, except as expressly provided herein or therein,
operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders under
the Credit Agreement, or any other Loan Document nor constitute a waiver of any provision of the
Credit Agreement, or any other Loan Document.



     Section 5.2. Survival of Agreements. All representations, warranties, covenants and
agreements of any Loan Party herein shall survive the execution and delivery of this Amendment and
the performance hereof, and shall further survive until all of the Obligations are paid in full.
All statements and agreements contained in any certificate or instrument delivered by any Loan
Party hereunder or under the Credit Agreement to the Administrative Agent or any Lender shall be
deemed to constitute representations and warranties by, and/or agreements and covenants of such
Loan Party under this Amendment and under the Credit Agreement.



     Section 5.3. Provisions Relating to Commitments. From and after the Effective Date,
the Lenders shall have the respective Commitments as set forth on Schedule 2.01 attached hereto as
Exhibit A. The Lenders and the Borrower hereby authorize the Administrative Agent to request
borrowings from the Lenders, to make prepayments of Loans and to reduce commitments under the
Credit Agreement among the Lenders in order to ensure that, upon the effectiveness of this
Amendment, the Loans of the Lenders shall be outstanding on a ratable basis in accordance with
their respective Applicable Percentages (after giving effect to this Amendment) and that the
Commitments shall be as set forth on Schedule 2.01 as amended hereby and no such borrowing,



[Fourth
Amendment to Amended and Restated Credit Agreement]





3









 







prepayment or reduction shall violate any provisions of the Credit Agreement or this
Amendment. The Lenders hereby confirm that, from and after the Effective Date, all participations
of the Lenders in respect of Letters of Credit outstanding hereunder pursuant to Section 2.03(c)
shall be based upon the Applicable Percentages of the Lenders (after giving effect to this
Amendment).




     Section 5.4. Loan Documents. This Amendment is and the other Amendment Documents are
each a Loan Document, and all provisions in the Credit Agreement pertaining to Loan Documents apply
hereto and thereto.



     Section 5.5. Governing Law. This Amendment shall be governed by and construed in
accordance with the Laws applicable to the Credit Agreement.



     Section 5.6. Counterparts; Fax. This Amendment may be separately executed in
counterparts and by the different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Amendment. This Amendment and the other
Amendment Documents may be validly executed by facsimile or other electronic transmission.



     THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF
THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.



[The remainder of this page has been intentionally left blank.]




[Fourth
Amendment to Amended and Restated Credit Agreement]






4









 








     IN WITNESS WHEREOF, this Amendment is executed as of the date first above written.



	 	 	 	 
	 	 	ENCORE ACQUISITION COMPANY	
	 
	 	 	 
	 

	 	By: 
	/s/ Robert C. Reeves
	 

	 	 	 
	 

	 	 	Robert C. Reeves,

	 

	 	 	 Senior Vice President, Chief Financial Officer and Treasurer
	 
	 	 	 
	 
	 	 	ENCORE OPERATING, L.P.	
	 

	 	By:
	EAP Operating, LLC., its sole general partner
	 
	 	 	 
	 
	 

	 	By:
	/s/ Robert C. Reeves
	 

	 	 	 
	 

	 	 	Robert C. Reeves, 
	 

	 	 	Senior Vice President, Chief Financial Officer and Treasurer






[Signature
Page to Forth Amendment to Credit Agreement]






 









 








	 	 	 	 
	 

	 	BANK OF AMERICA, N.A.,
 as Administrative Agent, L/C Issuer and a Lender
	 

	 	 
	 
	 	 	 
	 

	 	By: 
	/s/ Jeffrey H. Rathkamp
	 

	 	 	 
	 

	 	 	Jeffrey H. Rathkamp
	 

	 	 	Managing Director





[Signature
Page to Forth Amendment to Credit Agreement]





 












 





	 	 	 	 	 
	 	WACHOVIA BANK, N.A.,

 as a Lender	 
	 
	 
	 	By:  	/s/ Charles D. Kirkham
 	 
	 	 	Name:  	Charles D. Kirkham 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	FORTIS CAPITAL CORP.,

 as a Lender
	 
	 
	 
	 	By:  	/s/ Michaela Braun
 	 
	 	 	Name:  	Michaela Braun 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                         /s/ Chad Clark
 	 
	 	 	Name:  	Chad Clark 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	BNP PARIBAS,

 as a Lender

 	 
	 
	 	By:  	/s/ Edward Pak
 	 
	 	 	Name:  	Edward Pak 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                       /s/ Greg Smothers
 	 
	 	 	Name:  	Greg Smothers 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]






 









 








	 	 	 	 	 
	 	CALYON NEW YORK BRANCH,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Tom Byargeon
 	 
	 	 	Name:  	Tom Byargeon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	 	 
	 	By:  	                 /s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]






 









 








	 	 	 	 	 
	 	BMO CAPITAL MARKETS FINANCING, INC.,

as a Lender

 	 
	 
	 	By:  	/s/ James Whitmore
 	 
	 	 	Name:  	James Whitmore 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	GE BUSINESS FINANCIAL SERVICES INC. 
FKA MERRILL LYNCH
BUSINESS FINANCIAL SERVICES,
 as a Lender
 	 
	 
	 
	 	By:  	/s/ Carl Peterson
 	 
	 	 	Name:  	Carl Peterson 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL CORPORATION,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Carl Peterson
 	 
	 	 	Name:  	Carl Peterson 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND plc,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Lucy Walker
 	 
	 	 	Lucy Walker 	 
	 	 	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	SUNTRUST BANK,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Yann Pirio
 	 
	 	 	Name:  	Yann Pirio 	 
	 	 	Title:  	Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ALLIED IRISH BANKS PLC,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Vaughn Buck
 	 
	 	 	Name:  	Vaughn Buck 	 
	 	 	Title:  	Director 	 
	 
	 	 	 
	 	By:  	                    /s/ David O’Driscoll
 	 
	 	 	Name:  	David O’Driscoll 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	SCOTIABANC INC.,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Name:  	J.F. Todd 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	COMERICA BANK,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ V. Mark Fuqua
 	 
	 	 	Name:  	V. Mark Fuqua 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Angela McCracken
 	 
	 	 	Name:  	Angela McCracken 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	MIZUHO CORPORATE BANK, LTD.,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Leon Mo
 	 
	 	 	Name:  	Leon Mo 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	NATIXIS, as a Lender

 	 
	 
	 	By:  	/s/ Liana Tchernysheva
 	 
	 	 	Liana Tchernysheva 	 
	 	 	Director 	 
	 
	 	 	 
	 	By:  	                        /s/ Timothy Polvado
 	 
	 	 	Timothy Polvado 	 
	 	 	Managing Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION,
 as a Lender
 	 
	 
	 
	 	By:  	/s/ William M. Ginn
 	 
	 	 	Name:  	William M. Ginn 	 
	 	 	Title:  	General Manager 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, N.A., as a Lender

 	 
	 
	 	By:  	/s/ Charles D. Kirkham
 	 
	 	 	Name:  	Charles D. Kirkham 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	BANK OF SCOTLAND, as a Lender

 	 
	 
	 	By:  	/s/ Julia R. Franklin
 	 
	 	 	Name:  	Julia R. Franklin 	 
	 	 	Title:  	Assistant Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 
	 	By:  	/s/ Daria Mahoney
 	 
	 	 	Name:  	Daria Mahoney 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	DNB NOR BANK ASA, as a Lender

 	 
	 
	 	By:  	/s/ Philip F. Kurpiewski
 	 
	 	 	Name:  	Philip F. Kurpiewski 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                     /s/ Kristin Riise
 	 
	 	 	Name:  	Kristin Riise 	 
	 	 	Title:  	First Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	UNION BANK, N.A., as a Lender

 	 
	 
	 	By:  	/s/ Alison Fuqua
 	 
	 	 	Name:  	Alison Fuqua 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Whitney Randolph
 	 
	 	 	Name:  	Whitney Randolph 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A., as a Lender

 	 
	 
	 	By:  	/s/ Michael A. Kamauf
 	 
	 	 	Name:  	Michael A. Kamauf 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	THE FROST NATIONAL BANK, as a Lender

 	 
	 
	 	By:  	/s/ Alex G. Zemkoski
 	 
	 	 	Name:  	Alex G. Zemkoski 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	ROYAL BANK OF CANADA, as a Lender

 	 
	 
	 	By:  	/s/ Don J. McKinnerney
 	 
	 	 	Name:  	Don J. McKinnerney 	 
	 	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	WESTLB AG, NEW YORK BRANCH,

 as a Lender
 	 
	 
	 
	 	By:  	/s/ Ian Schottlaender
 	 
	 	 	Name: 	Ian Schottlaender 	 
	 	 	Title: 	Managing Director 	 
	 
	 	 	 
	 	By:  	                      /s/ Philip Juskowicz
 	 
	 	 	Name: 	Philip Juskowicz, CFA 	 
	 	 	Title: 	Associate Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	COMPASS BANK, as a Lender

 	 
	 
	 	By:  	/s/ Christopher S. Parada
 	 
	 	 	Name:  	Christopher S. Parada 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	MIDFIRST BANK, as a Lender

 	 
	 
	 	By:  	/s/ Shawn D. Brewer
 	 
	 	 	Name:  	Shawn D. Brewer 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	UBS LOAN FINANCE LLC, as a Lender

 	 
	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Name:  	Mary E. Evans 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                       /s/ Irja R. Otsa
 	 
	 	 	Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	RZB FINANCE LLC, as a Lender

 	 
	 
	 	By:  	/s/ Shirley Ritch
 	 
	 	 	Name:  	Shirley Ritch 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                    /s/ Nicolas M. Moriatis
 	 
	 	 	Name:  	Nicolas M. Moriatis 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	STERLING BANK, as a Lender

 	 
	 
	 	By:  	/s/ Jeff Forbis
 	 
	 	 	Name:  	Jeff Forbis 	 
	 	 	Title:  	Senior Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement]




 









 








	 	 	 	 	 
	 	CAPITAL ONE, N.A., as a Lender

 	 
	 
	 	By:  	/s/ Nancy M. Mak
 	 
	 	 	Name:  	Nancy M. Mak 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Fourth Amendment to Credit Agreement] 





 












 





[Fourth Amendment]




Consent and Agreement to Fourth Amendment to

Amended and Restated Credit Agreement dated as of December 9, 2009




     The undersigned each hereby (a) consents to the provisions of the Fourth Amendment and the
transactions contemplated herein and hereby, (b) ratifies and confirms the Amended and Restated
Guaranty dated as of March 7, 2007 made by it in favor of Bank of America, N.A., as the
Administrative Agent, as such Guaranty has been supplemented, and the other Loan Documents to which
it is a party and (c) agrees that its obligations and covenants under the Loan Documents are
unimpaired hereby and shall remain in full force and effect.



	 	 	 	 	 
	 	EAP OPERATING, LLC

 	 
	 	By:  	/s/ Robert C. Reeves
 	 
	 	 	Robert C. Reeves 	 
	 	 	Senior Vice President, 

Chief Financial Officer,
and Treasurer 	 
	 
	 	ENCORE OPERATING LOUISIANA, LLC

 	 
	 	By:  	/s/ Andrea Hunter
 	 
	 	 	Andrea Hunter 	 
	 	 	Vice President, Treasurer, and
Secretary


	 
	 	EAP PROPERTIES, INC. 

 	 
	 	By:  	    /s/ Robert C. Reeves
 	 
	 	 	Robert C. Reeves 	 
	 	 	Senior Vice President, 

Chief Financial Officer,
and Treasurer 	 
	 



[Consent and Agreement]





 









 








SCHEDULE 2.01




COMMITMENTS

AND APPLICABLE PERCENTAGES




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Applicable	 
	Lender	 	Commitment	 	 	Percentage	 
	Bank of America, N.A.
	 	$	78,184,728	 	 	 	6.254778240	%
	Wachovia Bank, N.A.
	 	$	62,272,727	 	 	 	4.981818160	%
	Fortis Capital Corp.
	 	$	62,272,727	 	 	 	4.981818160	%
	BNP Paribas
	 	$	62,272,727	 	 	 	4.981818160	%
	Calyon New York Branch
	 	$	65,675,676	 	 	 	5.254054080	%
	General Electric Capital Corporation
	 	$	28,773,115	 	 	 	2.301849200	%
	GE Business Financial Services, Inc.
	 	$	28,773,115	 	 	 	2.301849200	%
	Comerica Bank
	 	$	43,624,402	 	 	 	3.489952160	%
	DnB NOR Bank ASA
	 	$	49,043,385	 	 	 	3.923470800	%
	Sumitomo Mitsui Banking Corp.
	 	$	43,624,402	 	 	 	3.489952160	%
	Union Bank, N.A.
	 	$	43,624,402	 	 	 	3.489952160	%
	U.S. Bank National Association
	 	$	43,624,402	 	 	 	3.489952160	%
	Wells Fargo Bank, N.A.
	 	$	43,624,402	 	 	 	3.489952160	%
	Compass Bank
	 	$	40,980,861	 	 	 	3.278468880	%
	Bank of Scotland
	 	$	40,789,474	 	 	 	3.263157920	%
	Natixis
	 	$	40,789,474	 	 	 	3.263157920	%
	The Royal Bank of Scotland plc
	 	$	36,379,801	 	 	 	2.910384080	%
	SunTrust Bank
	 	$	43,136,558	 	 	 	3.450924640	%
	Scotiabanc Inc.
	 	$	36,379,801	 	 	 	2.910384080	%
	Mizuho Corporate Bank, Ltd.
	 	$	30,405,405	 	 	 	2.432432400	%
	The Frost National Bank
	 	$	32,458,134	 	 	 	2.596650720	%
	Royal Bank of Canada
	 	$	32,458,134	 	 	 	2.596650720	%
	Allied Irish Bank plc
	 	$	28,773,115	 	 	 	2.301849200	%
	BMO Capital Markets Financing, Inc.
	 	$	28,773,115	 	 	 	2.301849200	%
	KeyBank National Association
	 	$	28,773,115	 	 	 	2.301849200	%
	JPMorgan Chase Bank, N.A.
	 	$	54,018,492	 	 	 	4.321479360	%
	WestLB AG, New York Branch
	 	$	21,347,795	 	 	 	1.707823600	%
	MidFirst Bank
	 	$	6,756,757	 	 	 	0.540540560	%
	UBS Loan Finance LLC
	 	$	18,776,671	 	 	 	1.502133680	%
	Sterling Bank
	 	$	21,052,632	 	 	 	1.684210560	%
	RZB Finance LLC
	 	$	18,776,671	 	 	 	1.502133680	%
	Capital One, N.A.
	 	$	33,783,785	 	 	 	2.702702800	%
	 
	 	 	 	 	 	 
	Total
	 	$	1,250,000,000	 	 	 	100.000000000	%
	 
	 	 	 	 	 	 






[Exhibit A — Schedule 2.01]